WRASP, A New and Better Way To Go Public on NASDAQ and AMEX Presented by James E. Hosch

1. WRASP, A New and Better Way To Go Public on NASDAQ and AMEX Presented by James E. Hosch Managing Director, Investment Banking WestPark Capital, Los Angeles, CA www.wpcapital.com info@wpcapital.com DC Finance Israel Annual Corporate Finance Conference November 22, 2010

2. Conference Package Handout Material

3. Conference Package Handout Material

4. Conference Package Handout Material

5. Founded in 1999, WestPark Capital is one of the few remaining independent investment banks dedicated to emerging growth companies in the small and micro-cap market. Our independence enables us to maintain our focus on these companies, their entrepreneurial managers and their highly specialized financing needs. WestPark Capital is a leading full-service investment bank dedicated to providing innovative, professional financial services to emerging growth companies. Our commitment to this segment of the market is unsurpassed and our success is founded on delivering solutions while providing the highest quality service. Introduction 1

6. WestPark focuses on emerging growth and middle market with the following characteristics: Broad Industry Focus • Sizable Market Opportunity • Market leadership • Large addressable market • Market position: strong & defensible • Well developed, attainable business plan Introduction • Technology • Special Situations • Software • Financial Services • Media & Telecom • Medical Services • Biotechnology • Healthcare • Solid Financial Fundamentals • Existing or near-term profitability • Strong revenue, cash flow and net income growth potential • Defined path to realization and appreciation of investors’ capital • Established Presence • Independent, industry and leadership experienced Board of Directors • Strong and supportive shareholders and sponsors • Value-added strategic partnerships • Strong Management Team • Management has substantial equity interest in Company • Proven operating experience 3

7. Recent Transactions WRASP-APO Public Offering WRASP WRASP-APO $24,000,000 $26,000,000 $5,400,000 $3,500,000 January 2010 January 2010 April 2010 April 2010 NIVS IntelliMedia Technology Group, Inc. China Century Dragon Media, Inc. China Intelligent Lighting and Electronics, Inc. China Electric Motor, Inc. Common Stock: $3.29 per Share NYSE Amex: NIV Common Stock: $4.50 per Share NASDAQ GM: CELM WRASP-APO WRASP-APO WRASP WRASP-APO $25,000,000 $4,300,000 $4,900,000 $5,000,000 October 2009 May 2009 October 2008 October 2009 ZST Digital Networks, Inc. China Electric Motor, Inc. ZST Digital Networks, Inc. Yinlips Digital Technology, Inc. Common Stock: $8.00 per Share NASDAQ GM: ZSTN

8. A WRASP involves a comprehensive set of interrelated transactions managed by WestPark Capital, Inc. (“WestPark”), a FINRA-registered broker-dealer. The Scope of a WRASP W R A S P A WRASP is a process in which a Company becomes publicly-traded through a reverse merger and trades directly onto a Senior Exchange such as the New York Stock Exchange Amex (“NYSE Amex”) or NASDAQ.

9. WRASP Quantitative Requirements

10. The Operating Company merges with a fully-reporting Clean Shell. Concurrent with the Shell Transaction, WestPark conducts a small private placement ($3 million to $5 million). This is in addition to any larger funding requirements. Listing Phase: Stock symbol issued. A second fund-raising, the amount of which varies from $5 million to $30 million. Senior Exchange clears stock for trading. Stock begins trading. Overview of a WRASP

11. WRASP Dual-Track Fundraising • The Operating Company has two fundraising options after the completion of the shell merger and private placement: • Track I) • To raise a lower amount ($4 million to $5 million) at the time of trading followed by a substantial follow-on financing ($15 million and up), • -or- • Track II) • To raise a larger amount of capital ($15 million to $30 million) at the time of trading. • Eliminates the need for a follow-on fundraising in the near future.

12. WRASP Dual-Track Fundraising (cont.) Post Private Placement and Reverse Merger Concurrent with Trading Post Trading Small public offering $3 million - $5 million Fundraising $15 million & up TRACK I Publicly-ReportingOperating Company $3 million - $5 million Track I Example: NIVS IntelliMedia Technology Group, Inc. Track II Example: China Electric Motor, Inc. Large public offering $15 million - $30 million TRACK II

13. Advantages of a WRASP • The Company only trades on a senior exchange, which generally possesses superior: • Liquidity • Research • Valuation • Institutional coverage • The initial fund-raising that closes concurrently with the reverse merger covers all the costs of the WRASP transaction and provides the Company with capital. • The shell is fully-reporting and has cleared SEC registration and never had operations. • The shell has been designed specifically for a WRASP transaction.

14. Timeframe of a WRASP STEP 1 STEP 2 DAY 1 23 30 35 50 89 90 Reverse 8-K File with Merger merger and Issue Stock begins disclosing senior agreement $3-5 million Receive declared trading with merger exchange, reviewed and private comments effective by $10-30 million prepared and FINRA, and signed placement the SEC raise filed the SEC close RECENT WRASP EXAMPLES China Electric Motor, Inc. 10/06/09 01/29/10 ZST Digital Networks, Inc. 05/05/09 10/20/09

15. Advantages Of Going Public through a Reverse Merger with a Public Shell: Allows a private company to go public Less Costs Less Time Less Dilution of ownership control Less Risk Disadvantages Of Going Public through an IPO: Additional risk The IPO may be withdrawn due to an unstable market condition, even after most of the up-front-costs have been expended. IPO requires greater attention from top management Reverse Merger Transactions

16. The benefits of being a public company: Increased liquidity of the ownership shares of the company Higher share price and thus higher company valuation Greater access to capital markets for possible future stock offerings Enables the company to make acquisitions using stock Ability to use stock incentive plans to attract and retain key employees Tax advantages through the reverse mergers and proper exit strategies Reverse Merger Transactions

17. Profile for China Electric Motor, Inc. WRASP Transaction China Electric Motor, Inc. (NASDAQ: CELM) engages in the design, production, marketing and sale of micro-motor products through their subsidiary Shenzhen YPC. Their products, which are incorporated into consumer electronics, automobiles, power tools, toys and household appliances, are sold under their “Sunna” brand name. The Company is focused on providing micro-motor products that meet the growing demand for efficient, quiet and compact motors. They produce both Direct Current motors and Alternating Current motors. WRASP Case Study Transaction Background China Electric Motor, Inc. sold common stock at the purchase price of $2.08 per share with gross proceeds of approximately $4.0MM, whereby it concurrently closed on its merger with SKRP 21 through a WRASP transaction. On January 29, 2010, China Electric Motor, Inc. began trading on the NASDAQ under the ticker symbol CELM. NASDAQ GM:CELM RTO/Private Placement Share Price $2.08 Public Share Offering: $4.50 Shares Outstanding (MM): 20.7 Market Capitalization (MM): $109.0 Total Capital Raised (MM): $30.0 As of October 12, 2010 $9.88 Stock Actively Trades Stock continues to trade on the NASDAQ Global Market Price: $4.18 - $9.88 NASDAQ Listing $26.0MM Public Offering; Stock trades directly on NASDAQ Global Market Price $4.50 Private Placement $4.0MM Private Placement closes concurrently with RTO Price $2.08 $2.08 October 2010 October 2009 January 2010 Average Daily Volume: 208,940* * Source: Capital IQ

18. Profile for ZST Digital Networks, Inc. WRASP Transaction ZST Digital Networks, Inc. (NASDAQ GM:ZSTN) develops, manufactures, and supplies digital and optical network equipment to cable system operators in the P.R.C. The company offers a range of cable television devices and related networking products, including Internet protocol television set-top boxes, which integrate Internet, multi-media, and communication technologies, and provide residential customers with high definition digital multi-media service, as well as facilitate to choose video programs offered by the network video providers on broadband IP network. The company was founded in 1996 and is headquartered in Zhengzhou, the People’s Republic of China. WRASP Case Study Transaction Background ZST Digital Networks, Inc. sold common stock at the purchase price of $3.94 per share with gross proceeds of approximately $5.0MM, whereby it concurrently closed on its merger with SKRP 18 through a WRASP transaction. On October 20, 2009, ZST Digital Networks, Inc. began trading on the NASDAQ under the ticker symbol ZSTN. NASDAQ GM:ZSTN RTO/Private Placement Share Price $3.94 Public Share Offering: $8.00 Shares Outstanding (MM): 11.6 Market Capitalization (MM): 77.6 Total Capital Raised (MM): 30.0 As of October 12,2010 $11.90 Stock Actively Trades Stock continues to trade on the NASDAQ Global Market Price : $4.43 - $11.90 NASDAQ Listing $25.0MM Public Offering; Stock trades directly on NASDAQ Global Market Price $8.00 Private Placement $5.0MM Private Placement closes concurrently with RTO Price $3.94 $3.94 May 2009 October 2010 October 2009 Average Daily Volume: 177,440* * Source: Capital IQ

19. Thank You!! For further information, please contact: WESTPARK CAPITAL, INC. James E. Hosch Managing Director, Investment Banking jhosch@wpcapital.com